2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines and shareholder initiatives guidelines, in each case regarding issuers listed on the Toronto Stock Exchange (TSX) for the 2018 and 2019 proxy seasons.

PROXY ADVISORY FIRMS' ROLE

Proxy advisory firms review and analyze matters put forward for consideration at shareholder meetings and make highly influential voting recommendations concerning such matters to their clients, who are typically institutional investors. The items considered range from routine matters to proxy contests and highly complex business acquisition transactions that involve a voting decision, covering both management